AMENDMENT TO STOCK OPTION AND STOCK AWARD AGREEMENTS

Exhibit 10.2

AMENDMENT TO STOCK OPTION AND STOCK AWARD AGREEMENTS

     This Amendment to Stock Option and Stock Award Agreements (the “Amendment”) is made as of April 6, 2008 by ev3 Inc. (the “Corporation”) and relates to certain stock options and shares of restricted stock granted to Xxxxx X. Xxxxxxx (the “Grantee”) under the Corporation’s Second Amended and Restated 2005 Incentive Stock Plan, the ev3 LLC Amended and Restated 2003 Incentive Plan, the Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended or any other equity incentive plan of the Corporation or its predecessors.

     WHEREAS, the Corporation has previously granted to Grantee options (the “Options”) to purchase shares of the Common Stock, par value $0.01 per share, of the Corporation (the “Stock”) evidenced by Stock Option Agreements by and between the Corporation and Grantee (the “Option Agreements”) and set forth on Exhibit A hereto;

     WHEREAS, the Corporation has previously granted to Grantee restricted shares of the Common Stock, par value $0.01 per share (the “Restricted Stock”), of the Corporation, evidenced by Restricted Stock Agreements by and between the Corporation and Grantee (the “Restricted Stock Agreements”) and set forth on Exhibit A hereto;

     WHEREAS, on April 6, 2008, the Corporation and Grantee are entering into a Separation Agreement and Release of Claims (the “Separation Agreement”) pursuant to which Grantee will become entitled to certain payments from the Corporation in exchange for a release of any claims Grantee may have against the Corporation;

     WHEREAS, the Separation Agreement sets forth certain rights that Grantee has with respect to his outstanding Options and Restricted Stock; and

     WHEREAS, the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation and its stockholders to amend the Option Agreements and Restricted Stock Agreements, effective as of April 6, 2008, to accelerate the vesting of certain of the Options and shares of Restricted Stock and to amend the period during which certain Options can be exercised.

     NOW, THEREFORE, the Option Agreements and Restricted Stock Agreements are hereby amended as follows:

     1. With respect to the Options that have already vested as of April 6, 2008, the expiration date for the exercise thereof shall be extended until July 5, 2010, but in no event beyond the original term of each such Option.

     2. With respect to the Options and shares of Restricted Stock that are not vested as of April 6, 2008 but that otherwise would have vested by April 5, 2010 had Grantee’s service with the Corporation continued to that date, the vesting thereof shall be fully accelerated as of April 6, 2008 and the expiration date for the exercise of such Options shall be extended until July 5, 2010, but in no event beyond the original term of each such Option. With respect to shares of Restricted Stock that become vested pursuant to this Section 2, the Corporation shall withhold from the vested shares of Stock deliverable to Grantee the number of shares of Stock

necessary to satisfy the minimum statutory federal and state tax withholding requirements which the Corporation determines are applicable to the vesting of such shares of Restricted Stock.

     3. With respect to the Options and shares of Restricted Stock that are not vested and otherwise would have vested only if Grantee’s service with the Corporation had continued beyond April 5, 2010, there shall be no further vesting and such Options and shares of Restricted Stock shall immediately terminate in accordance with the terms of the applicable grant documentation.

     4. Except as expressly provided herein, the terms and conditions of the Option Agreements and Restricted Stock Agreements shall remain in full force and effect and shall be binding on the Corporation and the Grantee.

     IN WITNESS WHEREOF, the Corporation has duly executed and delivered this Amendment, or has caused this Amendment to be duly executed and delivered in its name and on its behalf, as of the day and year first above written.

		EV3 INC.
		By:		/s/ Xxxxx Xxxxx
		Its:		Senior Vice President and Chief Legal Officer

EXHIBIT A
Xxxxx X. Xxxxxxx Option Grants and Restricted Stock Awards

												Shares Currently
												Outstanding
												under the Option				Total Shares That
		Grant										/ Restricted				Would Have
Grant No.		Date		Plan		Type		Price				Stock Award				Vested at 4/5/2010
00000695		1/2/2002		Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended		Incentive Stock Option		$	13.2300				7,620				7,620
00000696		1/14/2002		Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended		Non-Qualified Stock Option		$	14.7000				23,814				23,814
00000804		6/4/2002		Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended		Incentive Stock Option		$	9.1300				4,762				4,762
00000878		5/22/2003		Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended		Non-Qualified Stock Option		$	6.4700				1,905				1,905
00000951		5/20/2004		Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended		Non-Qualified Stock Option		$	8.7552				1,905				1,905
00001121		5/26/2005		Micro Therapeutics, Inc. 1996 Stock Incentive Plan, as amended		Non-Qualified Stock Option		$	8.3983				1,905				1,905
ev21		6/20/2002		ev3 LLC Amended and Restated 2003 Incentive Plan		Incentive Stock Option		$	3.5400				4,230				4,230
ev52		6/20/2002		ev3 LLC Amended and Restated 2003 Incentive Plan		Incentive Stock Option		$	8.8200				10,561				10,561
90		8/7/2002		ev3 LLC Amended and Restated 2003 Incentive Plan		Non-Qualified Stock Option		$	8.8200				21,996				21,996

												Shares Currently
												Outstanding
												under the Option				Total Shares That
		Grant										/ Restricted				Would Have
Grant No.		Date		Plan		Type		Price				Stock Award				Vested at 4/5/2010
620		4/7/2003		ev3 LLC Amended and Restated 2003 Incentive Plan		Non-Qualified Stock Option		$	8.8200				10,838				10,838
1078		10/29/2003		ev3 LLC Amended and Restated 2003 Incentive Plan		Non-Qualified Stock Option		$	8.8200				16,710				16,710
1080		1/1/2004		ev3 LLC Amended and Restated 2003 Incentive Plan		Non-Qualified Stock Option		$	8.8200				10,416				10,416
1174		7/29/2004		ev3 LLC Amended and Restated 2003 Incentive Plan		Non-Qualified Stock Option		$	8.8200				31,250				31,250
1243		1/7/2005		ev3 LLC Amended and Restated 2003 Incentive Plan		Non-Qualified Stock Option		$	8.8200				52,083				52,083
1394		7/1/2005		ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan		Non-Qualified Stock Option		$	14.0000				300,000				300,000
RD000017		1/20/2006		ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan		Non-Qualified Stock Option		$	16.0500				200,000				200,000
RD000147		1/22/2007		ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan		Non-Qualified Stock Option		$	17.6700				100,000				79,167
RD000246		10/4/2007		ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan		Non-Qualified Stock Option		$	16.6400				100,000				62,500
RS000001		12/29/2005		ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan		Restricted Stock Award		$	—				50,000				50,000

Shares Currently

Outstanding

under the Option

Total Shares That

Grant

/ Restricted

Would Have

Grant No.

Date

Plan

Type

Price

Stock Award

Vested at 4/5/2010

RS000034

1/22/2007

ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan

Restricted Stock Award

$

—

32,895

21,930

RS000306

10/4/2007

ev3 Inc. Second Amended and Restated 2005 Incentive Stock Plan

Restricted Stock Award

$

—

43,860

21,930

TOTAL:

1,026,750

935,522